Ex-4.16.3 Supplemental Agreement dated Jan 3, 2007



 





Exhibit 4.16.3




Private Lot A12787(k)

(A1964508)




DATED THIS ON THE 3RD DAY OF JANUARY 2007




BETWEEN




TERRA INVESTMENTS PTE LTD



(Company Registration No. 200413927M)




...of the one part




AND




CHARTERED SEMICONDUCTOR MANUFACTURING LTD



(Company Registration No. 198703584-K)




... of the other part




 





SUPPLEMENTAL AGREEMENT




in relation to

the Agreement for Sub-Licence and Sub-Lease

(Private Lot A12787(k) now known as A1964508)

dated 8 July 2005 entered into between STPL and Chartered

as amended and supplemented by

the Novation Agreement dated 8 July 2005

entered into between STPL, Chartered and Terra




 





 









 








THIS
SUPPLEMENTAL AGREEMENT (the “Supplemental
Agreement”) is made on the 3rd day of
January 2007.



BETWEEN :-




	(1)	 	TERRA INVESTMENTS PTE LTD, a company incorporated in
Singapore and having its registered office at 60B Orchard Road #06-18
Tower 2 The Atrium @ Orchard Singapore 238891
(hereinafter called “Terra”);





AND




	(2)	 	CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in Singapore and having its
registered office at 60 Woodlands Industrial Park D, Street 2, Singapore 738406 (hereinafter
called “Chartered”).





WHEREAS :-




	(A)	 	By an Agreement for Sub-Licence and Sub-Lease dated 8
July 2005 (the “Agreement”) made
between Singapore Technologies Pte Ltd (“STPL”) and Chartered, STPL granted:






	 	(a)	 	a sub-license to Chartered to enter upon the Property (as defined in
the Agreement) for a period of 3 years (less 1 day) from the Commencement Date (as
defined in the Agreement) for the construction of certain factory buildings
thereon and installation of equipment, fixtures and fittings thereof; and
	 
	 	(b)	 	upon the completion of such construction and installation, a
sub-lease of the Property for a term of 30 years (less 1 day) commencing from 16
May 2000,






	 	 	on the terms and subject to the conditions of the Agreement.
	 
	(B)	 	By a Novation Agreement dated 8 July 2005 entered into
between STPL, Chartered and Terra, and
with the consent of Chartered, STPL novated all its rights title interest and obligations
under the Agreement to Terra as if Terra was a party to the Agreement in place of STPL.
	 
	(C)	 	At the request of Chartered, Terra has accepted the option offered by the head lessor of the
Property, Jurong Town Corporation (“JTC”), to convert the 4% annual fixed rent increase scheme
to a 5.5% annual rent increase cap scheme set out in a letter
(“JTC Letter”) dated 26 January
2006 issued by JTC to Terra.
	 
	(D)	 	The parties to this Supplemental Agreement now desire to amend the Agreement as more
particularly stated hereinafter.





 









 










NOW, THEREFORE, the parties agree as follows:-




	1.	 	Amendment to the Annual Rent
	 
	1.1	 	In consideration of the above, the rental clause referred to in Section (F).1.1 of the Second
Schedule of the Agreement which reflects the annual 4% fixed rent increase shall be amended
accordingly with effect from 22 May 2006 (the “Effective Date”) to reflect the following:-






	 	(a)	 	The yearly / annual rent payable on the Effective Date shall be revised to
the rate based on the market rent then prevailing;
	 
	 	(b)	 	The yearly / annual rent shall, on 16 May 2007 and on the 16th day
of May of every year thereafter, be revised at the rate based on the market rent then
prevailing on each of these dates, so that any such increase in the yearly / annual
rent shall not exceed 5.5% of the yearly / annual rent for each immediately preceding
year; and
	 
	 	(c)	 	The market rent in this context shall mean the rent per square metre per
annum of the Property (as defined in the Agreement) excluding the buildings and other
structures erected thereon and shall be determined by Terra and/or JTC on or about the
dates mentioned (and payable retrospectively with effect from the dates mentioned if
determined after the dates mentioned) and the decision of Terra and/or JTC shall be
final.






	1.2	 	The clause on the option for a further term in the Agreement which reflects the annual 4%
fixed rent increase for the further term (as defined in the Agreement) shall also be amended
accordingly with effect from the Effective Date to reflect the following:-






	 	(a)	 	the yearly / annual rent during the further term shall, on 16 May 2031 and on
the 16th day of May of every year thereafter, be revised to the rate based
on the market rent on each of the dates, so that any such increase in the yearly /
annual rent shall not exceed 5.5% of the yearly / annual rent for each immediately
preceding year; and
	 
	 	(b)	 	the market rent in this context shall mean the rent per square metre per
annum of the Property excluding the buildings and other structures erected thereon and
shall be determined by Terra and/or JTC on or about the dates mentioned (and payable
retrospectively with effect from the dates mentioned if determined after the dates
mentioned) and the decision of Terra and/or JTC shall be final.






	2.	 	Cost and Expenses





 









 





	 	 	All cost and expenses payable to JTC relating to this Supplemental Agreement and the letter
dated 26 January 2006 issued by JTC to Terra and the stamp duty payable on this Agreement
shall be borne by Chartered.




	3.	 	Indemnity
	 
	 	 	Chartered shall indemnify and keep Terra indemnified against any proceeding, costs,
expenses, claim, loss, damages, penalty and liability arising, directly or indirectly from
the conversion from the current 4% fixed rent increased scheme to the 5.5% annual rent
increase cap scheme and this Supplemental Agreement.





	4.	 	Head Lease
	 
	 	 	Chartered agree to observe and be bound by the provisions in the Head Lease (including the
JTC Letter and any supplemental deed entered into by Terra with JTC for the conversion of
annual rent increase scheme set out in the JTC Letter) and perform all the covenants and
conditions contained therein.





	5.	 	Contracts (Rights of Third Parties) Act
	 
	 	 	A person (which reference includes a body corporate) who is
not a party to this Supplemental Agreement
shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of
Singapore (as amended or revised from time to time) to enforce any of the covenants, terms
or conditions of this Supplemental Agreement.





	6.	 	Confirmation and Incorporation
	 
	6.1	 	Except to the extent expressly varied or amended by the provisions of this Supplemental
Agreement, all the covenants, terms and conditions in the Agreement shall remain in full force
and effect.
	 
	6.2	 	In the event that any of the provision in this Supplemental Agreement and the Agreement is
inconsistent with one another, the provision of this Supplemental Agreement shall prevail.





IN WITNESS WHEREOF the Parties hereto have entered into this Supplementary Agreement on the day and
year first above written.



	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	SIGNED BY
	 	)	 	 
	YAP CHWEE MEIN
	 	)	 	/s/ Yap Chwee Mein
	For and on behalf of
	 	)	 	 
	Terra
Investments Pte Ltd
	 	)	 	 






 









 






	 	 	 	 	 
	 
	 	)	 	 
	in the presence of :-
	 	)	 	/s/ Lee Juat Eng
	 
	 	 	 	 
	LEE JUAT ENG
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	SIGNED BY
	 	)	 	 
	Chia Song Hwee
	 	)	 	/s/ Chia Song Hwee
	For and on behalf of
	 	)	 	 
	Chartered Semiconductor Manufacturing Ltd
	 	)	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	in the presence of :-
	 	)	 	 
	 
	 	)	 	/s/ Ang Tang Yong
	Ang Tang Yong